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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3235-0145
WASHINGTON, D.C. 20549 EXPIRES: AUGUST 31, 1991
ESTIMATED AVERAGE BURDEN
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
EKCO GROUP, INC.
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(Name of Issuer)
COMMON STOCK $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
282636 10 9
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 282636 10 9 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUST OF THE EKCO GROUP, INC. EMPLOYEES' STOCK OWNERSHIP PLAN
02-0440870
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Items 2(d),
4(c) and 6.
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
To the extent that state law applies, the provisions of the Plan will be
construed, enforced and administered to the laws of the state of Delaware.
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0- See Item 4(c).
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,448,618 See Item 4(c).
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0- See Item 4(c).
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,448,618 See Item 4(c).
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,448,618 See Item 4(c).
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7% See Item 4(b) and (c).
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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<TABLE>
<S> <C>
Item 1(a) Name of Issuer
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EKCO GROUP, INC. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices
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98 Spit Brook Road
Nashua, New Hampshire 03062-5738
Item 2(a) Name of Person Filing
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Trust of the Ekco Group, Inc. Employees' Stock
Ownership Plan (the "Plan")
Item 2(b) Address of Principal Business Office or, if none, Residence
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c/o Ekco Group, Inc.
98 Spit Brook Road
Nashua, New Hampshire 03062-5738
Item 2(c) Citizenship
-----------
To the extent that state law applies, the provisions of the Plan
will be construed, enforced, and administered according to the
laws of the State of Delaware.
Item 2(d) Title of Class of Securities
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Common Stock, $ .01 par value per share (the "Common Stock")
</TABLE>
The filing person is a trust which holds, for the benefit of
employees of the issuer who are participants in the Plan, (i) shares
of Common Stock, and (ii) shares of Series B ESOP Convertible Preferred
Stock, $.01 par value per share ( "ESOP Preferred Stock"), each share of
which is immediately convertible by the owner into one share of Common
Stock at the option of the owner, as set forth in full in the Certificate
of Designations of the ESOP Preferred Stock as filed with the Secretary of
State of the State of Delaware on February 28, 1989 and as Exhibit 3.1(c)
to the Company's Form 10-K for the year ended January 1, 1995 (originally
filed as Exhibit 3.1(d) to the Company's Form 10-K for the year ended
January 1, 1989) (the "Certificate of Designations").
3
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<TABLE>
<S> <C> <C>
Item 2(e) CUSIP Number
282636 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
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13d-2(b), check whether the person filing is a
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(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the Investment
Company Act
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) /x/ Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with ss.240.13d-
1(b)(1)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
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(a) Amount Beneficially Owned: 1,493,753 shares of ESOP Preferred
Stock and 954,865 shares of Common Stock, or a total of
2,448,618 shares.
(b) Percent of Class: 12.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 2,448,618
</TABLE>
The Plan provides that each of the participants in the Plan may
vote any shares which have been allocated to his or her account.
Pursuant to the Plan, each
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of the participants (or his or her beneficiary if the participant is
deceased) instructs the plan administrator as to the manner in which
the trustee is to vote any shares and fractional shares allocated to
the participant's account on any issue. The Plan provides that the
plan administrator must relay participants' instructions to the
Trustee, and the Trustee must vote allocated shares in accordance with
participants' instructions. In the case of shares which have not been
allocated to a participant's account, the Plan provides that the
trustee must vote the shares in the same proportion as shares in
participants' accounts for which the plan administrator received valid
instructions.
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
2,448,618
Pursuant to the Plan, in the event of any offer by one or more
persons alone or in conjunction with others to purchase, with cash
or by exchange, one percent (1%) or more of the issued and outstanding
voting securities of the Company, each participant (or beneficiary if
the participant is deceased) will direct the plan administrator (on a
confidential basis) as to whether the trustee should tender the shares
and fractional shares allocated to the participant's account. The Plan
provides that the plan administrator will relay such directions to the
trustee, and the trustee must follow such directions. In the case of
shares allocated to participants' accounts for which participants (or,
when appropriate, beneficiaries) do not provide timely tender or
exchange instructions, the Plan provides that the participants (or
beneficiaries) will be deemed to have instructed that the shares not be
tendered or exchanged. In the case of shares which have not been
allocated to participants' accounts, the Plan provides that the trustee
must tender or exchange such shares in the same proportion as the
shares which were allocated to participants' accounts.
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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The filing person is a trust which holds shares of Common Stock
and shares of ESOP Preferred Stock (see Item 2(d) above) for the
benefit of employees of the issuer who are participants in the Plan.
The plan administrator will determine whether dividends declared on
ESOP Preferred Stock and Common Stock will be (i) paid to participants
as compensation, (ii) used to reduced Plan indebtedness, subject to
allocations of shares equal to the discharged indebtedness
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to participants' accounts, or (iii) allocated to participants' accounts
for investment in assets other than ESOP Preferred Stock or Common
Stock. In addition, pursuant to the Plan and the Certificate of
Designations, upon the conversion of shares of ESOP Preferred Stock
into Common Stock, the Company will issue together with each such share
of Common Stock one Preferred Share Purchase Right to acquire one one-
hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, par value $.01 per share (or other securities in lieu
thereof), pursuant to the Rights Agreement dated as of March 27, 1987,
as amended, between the Company and American Stock Transfer and Trust
Company, as successor Rights Agent (filed as Exhibit 4.1 to the
Company's Form 10-K for the year ended January 2, 1994), which rights
are not presently exercisable.
Pursuant to the Plan, participants in the Plan also have the
right, upon termination of their employment, reaching the age of
59 1/2 or death (i) to have transferred to such participant, or to his
beneficiaries in the case of death, all shares of Common Stock to which
such participant is entitled, with cash payment for any fractional
shares; (ii) to receive one share of Common Stock for each share of
ESOP Preferred Stock, and, if such participants desire, to sell such
Common Stock and to receive proceeds therefrom; (iii) to sell such ESOP
Preferred Stock to the Company at the price set forth in the
Certificate of Designations; or (iv) to defer payment until not later
than the time required for payment of minimum distributions under the
Plan. An additional election is available to any participant age 55 or
more who has held membership in the Plan for at least 10 years to
instruct the Company to sell a portion of the shares in such person's
account and to make a cash payment of such amount, thereby enabling
such participant to make a tax-deferred rollover of the payment to such
person's own individual retirement account.
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent Holding
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Company
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Not applicable.
Item 8 Identification and Classification of Members of the Group
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Not applicable.
Item 9. Notice of Dissolution of Group
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Not applicable.
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Item 10. Certification
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
The Plan disclaims beneficial ownership of the securities
referred to in this Schedule 13G, and the filing of this Schedule 13G
shall not be construed as an admission that the Plan is, for the
purposes of Section 13(d) or Section 13(g) of the Act, the beneficial
owner of any securities covered by this Schedule 13G.
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TRUST OF THE EKCO GROUP, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN
Date: February 9, 1996 By: /S/ DONATO A. DeNOVELLIS
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Signature
Donato A. DeNovellis, Trustee
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Name/Title
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